PART 3 | Division 1 — Information gathering powers over payment systems |
| Provision of information to Authority |
41.—(1) The Authority may, by notice in the form and manner prescribed, require any of the following persons to provide to the Authority, within a reasonable period specified in the notice, such information relating to a payment system as the Authority may require:| (a) | any participant of the payment system; | | (b) | any operator of the payment system, or any person acting on behalf of the operator; | | (c) | any settlement institution of the payment system. |
(2) Without limiting subsection (1), the Authority may in a notice issued under that subsection require any person mentioned in paragraph (a), (b) or (c) of that subsection to provide, whether in the form of a return to be provided on a periodic basis or otherwise —| (a) | information relating to —| (i) | the operation of the payment system; and | | (ii) | the pricing of, or other form of consideration for, the services offered by the payment system; |
| | (b) | information relating to the participation or other involvement of that person in the payment system; and | | (c) | such other information as the Authority may require for the purposes of this Act. |
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| (3) Subject to subsection (5), any person to whom a notice is issued under subsection (1) must comply with the notice. |
| (4) A person that contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction. |
| (5) A person to whom a notice is issued under subsection (1) is not obliged to disclose any information that the person is prohibited by any written law from disclosing. |
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| Division 2 — Designation of payment systems |
| Power of Authority to designate payment systems |
42.—(1) The Authority may, by order in the Gazette, designate a payment system as a designated payment system for the purposes of this Act, if the Authority is satisfied that any of the following considerations applies:| (a) | a disruption in the operations of the payment system could —| (i) | trigger, cause or transmit further disruption to participants of the payment system; | | (ii) | trigger or cause systemic disruption to the financial system of Singapore; or | | (iii) | affect public confidence in the payment systems of Singapore or the financial system of Singapore; |
| | (b) | the payment system is widely used in Singapore or the operations of the payment system may have an impact on the operations of one or more other payment systems in Singapore, and the designation is necessary to ensure efficiency or competitiveness in any of the services provided by the operator of the payment system; | | (c) | the designation is otherwise in the interests of the public. |
(2) Any order made under subsection (1) —| (a) | must —| (i) | if the Authority is satisfied of any consideration in subsection (1)(a)(i), (ii) or (iii) or (c) — identify the operator and the settlement institution of the designated payment system; or | | (ii) | if the Authority is satisfied of the consideration in subsection (1)(b) —| (A) | state that the payment system is designated because the Authority is satisfied of the consideration in subsection (1)(b); and | | (B) | identify the operator of the designated payment system; and |
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| | (b) | continues to have effect until the order is withdrawn by the Authority. |
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| (3) Any operator or settlement institution of a payment system that is aggrieved by a decision of the Authority to designate the payment system as a designated payment system may, within 30 days after the date on which the order designating the payment system is published in the Gazette, appeal in writing to the Minister, whose decision is final. |
| (4) Despite the lodging of an appeal under subsection (3), the designation by the Authority under this section continues to have effect pending the decision of the Minister. |
| (5) The Minister may, when deciding an appeal under subsection (3), direct the Authority to withdraw the designation of the payment system as a designated payment system, and the direction takes effect from the date of the Minister’s decision. |
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| Prohibition against holding out as designated payment system |
43.—(1) A person must not hold the person out as the operator or settlement institution of a designated payment system unless the payment system has been designated by the Authority under section 42.| (2) A person that contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction. |
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| Power of Authority to impose conditions or restrictions |
44.—(1) The Authority may, by notice in writing, impose on a participant, an operator or a settlement institution of a designated payment system such conditions or restrictions as the Authority thinks fit.| (2) The Authority may, at any time, by notice in writing to a participant, an operator or a settlement institution of the designated payment system, vary any condition or restriction. |
(3) Without limiting subsection (1) or (2), the conditions or restrictions that the Authority may impose include conditions or restrictions relating to any of the following matters:| (a) | the activities that the operator or settlement institution of the designated payment system may undertake; | | (b) | the standards to be maintained by the operator or settlement institution of the designated payment system; | | (c) | the requirement for the operator or settlement institution of the designated payment system to operate as a corporation. |
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| (4) A participant, operator or settlement institution of a designated payment system that fails to comply with any condition or restriction imposed under subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction. |
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| Withdrawal of designation of payment system |
45.—(1) The Authority may, by order in the Gazette, withdraw the designation of any designated payment system at any time if the Authority is of the opinion that the applicable consideration in section 42(1)(a)(i), (ii) or (iii), (b) or (c) is no longer valid or satisfied.| (2) The Authority must not withdraw the designation of any designated payment system without giving the operator and the settlement institution of that designated payment system an opportunity to be heard. |
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| Exemptions applicable to operator, settlement institution or participant of payment system designated to ensure efficiency or competitiveness |
46.—(1) Section 50, Divisions 4 to 8 of this Part, and Part 5 do not apply to an operator of a designated payment system that is designated only because the Authority is satisfied of the consideration in section 42(1)(b).| (2) Sections 44, 102 and 103, Divisions 3 to 8 of this Part, and Parts 4 and 5 do not apply to a settlement institution of a designated payment system that is designated only because the Authority is satisfied of the consideration in section 42(1)(b). |
| (3) Division 4 of this Part does not apply to a participant of a designated payment system that is designated only because the Authority is satisfied of the consideration in section 42(1)(b). |
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Division 3 — Obligations of operators and settlement institutions of
designated payment systems |
| Obligation of operator or settlement institution to have place of business or registered office |
47.—(1) An operator of a designated payment system, and a settlement institution of a designated payment system, must, within such period, after the date on which the order under section 42(1) designating that payment system is published in the Gazette, as the Authority may specify by notice in writing, establish a permanent place of business or a registered office in Singapore.| (2) The operator or settlement institution must appoint a person to be present, on such days and at such hours as the Authority may specify by notice in writing, at the permanent place of business or registered office of the operator or settlement institution, to address any queries or complaints from any customer of the operator or settlement institution. |
| (3) The operator or settlement institution must keep, or cause to be kept, at the permanent place of business or registered office of the operator or settlement institution, books of all the transactions of the operator or settlement institution in relation to the designated payment system. |
(4) The operator or settlement institution must notify the Authority of any change in the address of any of the following places within such period, after the date of that change, as the Authority may specify by notice in writing:| (a) | the permanent place of business or registered office in Singapore of the operator or settlement institution; | | (b) | every other place of business of the operator or settlement institution. |
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| (5) A person that contravenes subsection (1), (2) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction. |
| (6) A person that contravenes subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000. |
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| Obligation of operator or settlement institution to notify Authority of certain events |
48.—(1) An operator of a designated payment system, and a settlement institution of a designated payment system, must notify the Authority of the occurrence of any of the following events as soon as practicable after that occurrence:| (a) | an intention to make a material change to the nature of the operating rules, settlement procedures or activities of the designated payment system; | | (b) | an event or irregularity that impedes or prevents access to, or impairs the usual operations of, the designated payment system or its settlement operations; | | (c) | any material function of the operator or settlement institution that is outsourced; | | (d) | any civil or criminal proceeding instituted against the operator or settlement institution, whether in Singapore or elsewhere; | | (e) | the operator or settlement institution being or becoming, or being likely to become, insolvent or unable to meet any of the financial, statutory, contractual or other obligations of the operator or settlement institution; | | (f) | any disciplinary action taken against the operator or settlement institution by any regulatory authority (other than the Authority), whether in Singapore or elsewhere; | | (g) | any significant change to the regulatory requirements imposed on the operator or settlement institution by any regulatory authority (other than the Authority), whether in Singapore or elsewhere; | | (h) | any other event that the Authority may prescribe or specify by notice in writing. |
(2) An operator of a designated payment system, and a settlement institution of a designated payment system, must notify the Authority of the occurrence of any of the following events within 14 days after the date of that occurrence:| (a) | any change of a director or the chief executive officer of the operator or settlement institution, except where the operator is required under section 65 to obtain the Authority’s approval to appoint the director or chief executive officer; | | (b) | any other event that the Authority may prescribe or specify by notice in writing. |
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| (3) A person that contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000. |
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| Obligation of operator to submit periodic reports |
49.—(1) An operator of a designated payment system must submit to the Authority such reports or returns in the form, manner and frequency prescribed.| (2) A person that contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction. |
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| Obligation of operator to notify Authority of businesses and acquisition of corporations |
50.—(1) An operator of a designated payment system must notify the Authority of the occurrence of any of the following events as soon as practicable after the occurrence of that event:| (a) | the carrying on of any business by the operator other than —| (i) | the business of operating a payment system; | | (ii) | a business incidental to operating a payment system; or | | (iii) | such business or class of businesses as the Authority may prescribe; |
| | (b) | the acquisition by the operator of a substantial shareholding in a corporation that does not carry on —| (i) | the business of operating a payment system; | | (ii) | a business incidental to operating a payment system; or | | (iii) | such business or class of businesses as the Authority may prescribe. |
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(2) An operator of a designated payment system must, within 2 months after the date of the designation of the payment system, notify the Authority of its substantial shareholding in a corporation that does not carry on —| (a) | the business of operating a payment system; | | (b) | a business incidental to operating a payment system; or | | (c) | such business or class of businesses as the Authority may prescribe. |
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(3) The Authority may, at any time after receiving a notification mentioned in subsection (1) or (2), by notice in writing direct the operator of the designated payment system —| (a) | where the notification relates to a matter mentioned in subsection (1)(a) —| (i) | to cease carrying on the firstmentioned business in subsection (1)(a); or | | (ii) | to carry on the firstmentioned business in subsection (1)(a) subject to such conditions or restrictions as the Authority may impose, if the Authority is of the opinion that this is necessary for any of the purposes mentioned in section 102(1); or |
| | (b) | where the notification relates to a matter mentioned in subsection (1)(b) or (2) —| (i) | to dispose of the shareholding mentioned in subsection (1)(b) or (2); or | | (ii) | to exercise the operator’s rights relating to such shareholding subject to such conditions or restrictions as the Authority may impose, if the Authority is of the opinion that this is necessary for any of the purposes mentioned in section 102(1). |
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| (4) An operator of a designated payment system, to whom the Authority has issued a notice in writing under subsection (3), must comply with the directions contained in the notice. |
| (5) A person that contravenes subsection (1), (2) or (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction. |
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| Division 4 — Access regime |
| Power of Authority to impose access regime |
51.—(1) The Authority may, by order in the Gazette, impose an access regime in respect of a relevant payment system on one or more of the following persons or classes of persons, on such terms and conditions as the Authority may consider appropriate:| (a) | a participant or class of participants of that payment system; | | (b) | an operator, or a class of operators, of that payment system; | | (c) | a settlement institution or class of settlement institutions of that payment system; | | (d) | any other person or class of persons that determines access to that payment system. |
(2) In considering whether to impose an access regime under subsection (1) in respect of a relevant payment system, the Authority must have regard to the following matters:| (a) | whether the imposition of that access regime would be in the interests of the public; | | (b) | the interests of the current participants, operator and settlement institution of that payment system; | | (c) | the interests of persons who, in the future, may require or desire access to that payment system; | | (d) | such other matters as the Authority may consider to be relevant. |
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| (3) The Authority, in imposing an access regime under subsection (1), must ensure that the access regime is fair and not discriminatory. |
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| Variation of access regime |
52.—(1) The Authority may, by order in the Gazette, vary an access regime that has been imposed under section 51 in respect of a relevant payment system, on such terms and conditions as the Authority may consider appropriate.(2) In considering whether to vary under subsection (1) an access regime in respect of a relevant payment system, the Authority must have regard to the following matters:| (a) | whether the variation of that access regime would be in the interests of the public; | | (b) | the interests of the current participants, operator and settlement institution of that payment system; | | (c) | the interests of persons who, in the future, may require or desire access to that payment system; | | (d) | such other matters as the Authority may consider to be relevant. |
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| Cessation and revocation of access regime |
53.—(1) An access regime in respect of a relevant payment system ceases to be in force if —| (a) | the order imposing or varying the access regime under section 51(1) or 52(1) (as the case may be) provides for an expiry date, and that date is reached; | | (b) | the Authority revokes the access regime under subsection (2); or | | (c) | the payment system concerned ceases to exist or operate, or ceases to be a relevant payment system. |
| (2) The Authority may, by order in the Gazette, revoke an access regime if the Authority considers it appropriate to do so. |
(3) In considering whether to revoke under subsection (2) an access regime in respect of a relevant payment system, the Authority must have regard to the following matters:| (a) | whether the revocation of that access regime would be in the interests of the public; | | (b) | the interests of the current participants, operator and settlement institution of that payment system; | | (c) | the interests of persons who, in the future, may require or desire access to that payment system; | | (d) | such other matters as the Authority may consider to be relevant. |
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| Right to apply to High Court in respect of access regime |
54.—(1) If a person has been denied access to a payment system by any participant, operator, settlement institution or other person that determines access to the payment system, in contravention of a term or condition of the access regime imposed under section 51(1) or 52(1), the person denied access may apply to the High Court for an order under subsection (3).| (2) An applicant for an order under subsection (1) must give to the Authority a written notice of the application together with a copy of the application, and the Authority may apply to the High Court to be joined as a party to the proceedings. |
(3) If the High Court is satisfied that any participant, operator, settlement institution or other person that determines access to a payment system has contravened a term or condition of the access regime, the High Court may —| (a) | order that participant, operator, settlement institution or other person to comply with that term or condition of the access regime; | | (b) | order that participant, operator, settlement institution or other person to compensate any person that has suffered loss or damage as a result of the contravention; or | | (c) | make such other order as the High Court thinks fit. |
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| (4) The High Court may, on an application by any person that has a sufficient interest or on its own motion, discharge or vary any order made under this section, but must not discharge or vary that order unless the Authority has a reasonable opportunity to make representations to the High Court. |
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| Division 5 — Voluntary transfer of business |
| Interpretation of this Division |
55. In this Division, unless the context otherwise requires —| “business” includes affairs, property, right, obligation and liability; |
| “Court” means the High Court or a Judge of that Court; |
| “debenture” has the meaning given by section 4(1) of the Companies Act; |
| “property” includes property, right and power of every description; |
| “Registrar of Companies” means the Registrar of Companies appointed under the Companies Act and includes any Deputy or Assistant Registrar of Companies appointed under that Act; |
| “transferee” means a person that is carrying on, or that intends to carry on, in Singapore the usual business of an operator or a settlement institution of a designated payment system, to which the whole or any part of a transferor’s business is, is to be or is proposed to be transferred under section 56(1); |
| “transferor” means an operator or a settlement institution of a designated payment system the whole or any part of the business of which is, is to be, or is proposed to be transferred under section 56(1). |
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| Voluntary transfer of business |
56.—(1) A transferor may transfer the whole or any part of its business (including any business that is not the usual business of an operator or a settlement institution of a designated payment system) to a transferee, if —| (a) | the Authority has consented to the transfer; | | (b) | the transfer involves the whole or any part of the business of the transferor that is the usual business of an operator or a settlement institution of a designated payment system; and | | (c) | the Court has approved the transfer. |
| (2) Subsection (1) does not apply to the transfer, by an operator or a settlement institution of a designated payment system, of the whole or any part of the business of that operator or settlement institution under any other law. |
(3) The Authority may consent to a transfer under subsection (1)(a) if the Authority is satisfied that —| (a) | the transferee is a fit and proper person under the Guidelines on Fit and Proper Criteria; and | | (b) | the transferee will conduct the business of the transferor prudently and comply with the provisions of this Act. |
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| (4) The Authority may at any time appoint one or more persons to perform an independent assessment of, and provide a report on, the proposed transfer of a transferor’s business (or any part of that business) under subsection (1). |
| (5) The remuneration and expenses of any person appointed under subsection (4) must be paid by the transferor and the transferee jointly and severally. |
| (6) The Authority must serve a copy of any report provided under subsection (4) on the transferor and the transferee. |
| (7) The Authority may require a person to provide, within the period and in the manner specified by the Authority, any information or document that the Authority may reasonably require for the discharge of the Authority’s duties or functions, or the exercise of the Authority’s powers, under this section and section 57. |
(8) A person that —| (a) | without reasonable excuse, fails to comply with any requirement under subsection (7); or | | (b) | in purported compliance with any requirement under subsection (7), knowingly or recklessly provides any information or document that is false or misleading in a material particular, |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction. |
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| (9) Where a person claims, before providing the Authority with any information or document that the person is required to provide under subsection (7), that the information or document might tend to incriminate the person, the information or document is not admissible in evidence against the person in criminal proceedings other than proceedings under subsection (8). |
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57.—(1) A transferor must apply to the Court for its approval of the transfer of the whole or any part of the business of the transferor to the transferee under section 56(1).(2) Before making an application under subsection (1) —| (a) | the transferor must lodge with the Authority a report setting out such details of the transfer and provide such supporting documents as the Authority may specify by notice in writing; | | (b) | the transferor must obtain the consent of the Authority under section 56(1)(a); | | (c) | the transferor and the transferee must, if they intend to serve on their respective customers a summary of the transfer, obtain the Authority’s approval of the summary; | | (d) | the transferor must, at least 15 days before the application is made but not earlier than one month after the report mentioned in paragraph (a) is lodged with the Authority, publish in the Gazette, and in such newspaper or newspapers as the Authority may determine, a notice of the transferor’s intention to make the application and containing such other particulars as may be prescribed; | | (e) | the transferor and the transferee must keep at their respective offices in Singapore, for inspection by any person that may be affected by the transfer, a copy of the report mentioned in paragraph (a) for a period of 15 days after the publication of the notice mentioned in paragraph (d) in the Gazette; and | | (f) | unless the Court directs otherwise, the transferor and the transferee must serve on their respective customers affected by the transfer, at least 15 days before the application is made, a copy of the report mentioned in paragraph (a) or a summary of the transfer approved by the Authority under paragraph (c). |
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(3) The Authority and any person that, in the opinion of the Court, is likely to be affected by the transfer —| (a) | has the right to appear before and be heard by the Court in any proceedings relating to the transfer; and | | (b) | may make any application to the Court in relation to the transfer. |
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| (4) The Court must not approve the transfer if the Authority has not consented under section 56(1)(a) to the transfer. |
(5) The Court may, after taking into consideration the views, if any, of the Authority on the transfer —| (a) | approve the transfer without modification or subject to any modification agreed to by the transferor and the transferee; or | | (b) | refuse to approve the transfer. |
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| (6) If the transferee is not identified under section 42(2) as the operator or settlement institution of the designated payment system, the Court may approve the transfer on terms that the transfer is to take effect only in the event of the transferee being so identified. |
(7) The Court may by the order approving the transfer or by any subsequent order provide for all or any of the following matters:| (a) | the transfer to the transferee of the whole or any part of the business of the transferor; | | (b) | the allotment or appropriation by the transferee of any share, debenture, policy or other interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person; | | (c) | the continuation by (or against) the transferee of any legal proceedings pending by (or against) the transferor; | | (d) | the dissolution, without winding up, of the transferor; | | (e) | the provisions to be made for persons affected by the transfer; | | (f) | such incidental, consequential and supplementary matters as are, in the opinion of the Court, necessary to secure that the transfer is fully effective. |
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(8) Any order under subsection (7) may —| (a) | provide for the transfer of any business, whether or not the transferor otherwise has the capacity to effect the transfer in question; | | (b) | make provision in relation to any property which is held by the transferor as trustee; and | | (c) | make provision as to any future or contingent right or liability of the transferor, including provision as to the construction of any instrument under which any such right or liability may arise. |
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| (9) Subject to subsection (10), where an order made under subsection (7) provides for the transfer to the transferee of the whole or any part of the transferor’s business, then by virtue of the order the business (or part of the business) of the transferor specified in the order must be transferred to and vest in the transferee, free in the case of any particular property (if the order so directs) from any charge which by virtue of the transfer is to cease to have effect. |
| (10) No order under subsection (7) has any effect or operation in transferring or otherwise vesting land in Singapore until the appropriate entries are made with respect to the transfer or vesting of that land by the appropriate authority. |
| (11) If any business specified in an order under subsection (7) is governed by the law of any foreign country or territory, the Court may order the transferor to take all necessary steps for securing that the transfer of the business to the transferee is fully effective under the law of that country or territory. |
(12) Where an order is made under this section, the transferor and the transferee must each lodge within 7 days after the order is made —| (a) | a copy of the order with the Registrar of Companies and with the Authority; and | | (b) | where the order relates to land in Singapore, an office copy of the order with the appropriate authority concerned with the registration or recording of dealings in that land. |
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| (13) A transferor or transferee that contravenes subsection (12), and every officer of the transferor or transferee (as the case may be) who fails to take all reasonable steps to secure compliance by the transferor or transferee (as the case may be) with that subsection, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part of a day during which the offence continues after conviction. |
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Division 6 — Control of controllers of operators of designated
payment systems |
| Application and interpretation of this Division |
58.—(1) This Division applies to —| (a) | every individual, whether or not resident in Singapore and whether or not a citizen of Singapore; and | | (b) | every entity. |
(2) In this Division, unless the context otherwise requires —| (a) | any reference to an operator is a reference to an operator of a designated payment system; and | | (b) | any reference to a Singapore operator is a reference to a Singapore operator of a designated payment system. |
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| Control of shareholding in operator |
59.—(1) A person must not become —| (a) | a 5% controller; | | (b) | a 12% controller; | | (c) | a 20% controller; or | | (d) | an indirect controller, |
| of an operator without first applying for and obtaining the approval of the Authority under subsection (3). |
| (2) A person must not enter into any agreement or arrangement (whether oral or in writing and whether express or implied) to act together with any other person with respect to the acquisition, holding or disposal of, or the exercise of rights in relation to, their interests in voting shares of an aggregate of 5% or more of the total votes attached to all voting shares in an operator, without first applying for and obtaining the approval of the Authority under subsection (3). |
(3) The Authority may approve an application made by any person under subsection (1) or (2) if the Authority is satisfied that —| (a) | having regard to the likely influence of the person, the operator will or will continue to conduct its business prudently and comply with the provisions of this Act; | | (b) | in the case of an application made under subsection (1), the person is, under the Guidelines on Fit and Proper Criteria, a fit and proper person to be a 5% controller, a 12% controller, a 20% controller or an indirect controller (as the case may be) of the operator; | | (c) | in the case of an application made under subsection (2), the person is, under the Guidelines on Fit and Proper Criteria, a fit and proper person to be a party to the agreement or arrangement; and | | (d) | it is in the public interest to do so. |
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(4) An approval under subsection (3) may be granted to any person subject to such conditions as the Authority may impose, including but not limited to —| (a) | any condition restricting the person’s disposal or further acquisition of shares or voting power in the operator; and | | (b) | any condition restricting the person’s exercise of voting power in the operator. |
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| (5) The Authority may at any time add to, vary or revoke any condition that is imposed under subsection (4) or this subsection. |
| (6) Any condition imposed under subsection (4) or (5) has effect despite any provision of the Companies Act or anything contained in the constitution of the operator. |
(7) Where the Authority refuses an application made by any person under subsection (1) or (2), the person must, within such period as the Authority may specify by notice in writing, take such steps (as soon as practicable after the refusal) as are necessary —| (a) | in the case of an application under subsection (1) for approval to be a 5% controller or a 12% controller of an operator, to cease to be a 5% controller or a 12% controller (as the case may be) of the operator; | | (b) | in the case of an application under subsection (1) for approval to be a 20% controller or an indirect controller of an operator, to cease to be a 20% controller or an indirect controller (as the case may be) of the operator; or | | (c) | in the case of an application made under subsection (2), to cease to be a party to the agreement or arrangement. |
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| Objection to existing control of operator |
60.—(1) The Authority may serve a written notice of objection on any person that is a 5% controller, a 12% controller, a 20% controller or an indirect controller of an operator, or is required to obtain or has obtained the Authority’s approval under section 59(3) of an application made under section 59(1) or (2), if the Authority is satisfied that —| (a) | any condition for that approval imposed on the person under section 59(4) or (5) has not been complied with; | | (b) | it is no longer in the public interest to allow the person to continue to be —| (i) | a 5% controller, a 12% controller, a 20% controller or an indirect controller (as the case may be) of the operator; or | | (ii) | in the case of an approval of an application under section 59(2) — a party to the agreement or arrangement described in section 59(2); |
| | (c) | the person has provided any false or misleading information or document in connection with an application under section 59(1) or (2); | | (d) | the person is no longer a fit and proper person under the Guidelines on Fit and Proper Criteria; | | (e) | having regard to the likely influence of the person, the operator is no longer likely to conduct its business prudently or to comply with the provisions of this Act; or | | (f) | the Authority would not have been satisfied as to any of the matters specified in section 59(3) had the Authority been aware, at that time, of circumstances relevant to the person’s application under section 59(1) or (2). |
(2) Before serving a written notice of objection under subsection (1), the Authority must, unless the Authority decides that it is not practicable or desirable to do so —| (a) | notify the person of the Authority’s intention to serve the written notice of objection; and | | (b) | specify a date by which the person may make written representations with regard to the proposed written notice of objection. |
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| (3) The Authority must consider any written representations that the Authority receives before the date mentioned in subsection (2)(b), for the purpose of determining whether to issue a written notice of objection. |
(4) The Authority must, in any written notice of objection, specify a reasonable period within which the person that has been served the written notice of objection must —| (a) | cease to be a 5% controller, a 12% controller, a 20% controller or an indirect controller (as the case may be) of the operator; | | (b) | if the person had made an application under section 59(2) — take such steps as are necessary to cease to be a party to the agreement or arrangement described in section 59(2); or | | (c) | comply with such direction as the Authority may make under section 61. |
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| (5) A person that has been served with a written notice of objection must comply with that notice. |
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| Power of Authority to issue directions for this Division |
61.—(1) If the Authority is satisfied that a person has contravened section 59(1), (2) or (7) or has failed to comply with any condition imposed under section 59(4) or (5), or if the Authority has served a written notice of objection under section 60, the Authority may, by notice in writing —| (a) | direct the transfer or disposal of all or any of the shares in the operator held by the person or any of the person’s associates (called in this section the specified shares) within such time or subject to such conditions as the Authority considers appropriate; | | (b) | restrict the transfer or disposal of all or any of the specified shares; or | | (c) | make such other direction as the Authority considers appropriate. |
(2) Where the Authority has issued any direction under subsection (1)(a) or imposed any restriction under subsection (1)(b), until a transfer or disposal is effected in accordance with the direction or until the restriction on the transfer or disposal is removed, as the case may be —| (a) | no voting rights may be exercised in respect of the specified shares, unless the Authority expressly permits such rights to be exercised; | | (b) | no shares of the operator may be issued or offered (whether by way of rights, bonus or otherwise) in respect of the specified shares, unless the Authority expressly permits such issue or offer; and | | (c) | except in a liquidation of the operator, no payment may be made by the operator of any amount (whether by way of dividends or otherwise) in respect of the specified shares, unless the Authority expressly authorises such payment. |
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| (3) Subsection (2) has effect despite any provision of the Companies Act or anything contained in the constitution of the operator. |
| (4) Any issue or offer of shares in contravention of subsection (2)(b) is void, and a person to whom a direction has been issued under subsection (1)(a) or on whom a restriction has been imposed under subsection (1)(b) must immediately return those shares to the operator, upon which the operator must return to the person any payment received from the person in respect of those shares. |
| (5) Any payment made by an operator in contravention of subsection (2)(c) is void, and a person to whom a direction has been issued under subsection (1)(a) or on whom a restriction has been imposed under subsection (1)(b) must immediately return the payment the person has received to the operator. |
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| Power of Authority to obtain information relating to this Division |
62.—(1) The Authority may, by notice in writing, direct an operator to obtain from any of its shareholders, and to provide to the Authority, any information relating to the shareholder that the Authority may require for either or both of the following purposes:| (a) | ascertaining or investigating into the control of shareholding or voting power in the operator; | | (b) | exercising any power or function under section 59, 60, 61, 63 or 100. |
(2) Without limiting subsection (1), the notice in subsection (1) may require the operator to obtain and provide the following information:| (a) | whether the shareholder has an interest in any share in the operator as beneficial owner or as trustee; | | (b) | if the shareholder holds the interest in the share as trustee, to indicate as far as that shareholder is able to —| (i) | the person for whom that shareholder holds the interest (either by name or by other particulars sufficient to enable that person to be identified); and | | (ii) | the nature of that person’s interest. |
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(3) The Authority may, by notice in writing, require any shareholder (X) of an operator, or any person (Y) that appears from information provided to the Authority under subsection (1) or this subsection to have an interest in any share in the operator, to provide to the Authority any information relating to X or Y (as the case may be) that the Authority may require for either or both of the following purposes:| (a) | ascertaining or investigating into the control of shareholding or voting power in the operator; | | (b) | exercising any power or function under section 59, 60, 61, 63 or 100. |
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(4) Without limiting subsection (3), the notice in subsection (3) may require X or Y to provide the following information:| (a) | whether X or Y holds the interest as beneficial owner or as trustee; | | (b) | if X or Y holds the interest as trustee, to indicate as far as X or Y can —| (i) | the person (Z) for whom X or Y holds the interest (either by name or by other particulars sufficient to enable Z to be identified); and | | (ii) | the nature of Z’s interest; |
| | (c) | whether any share or any voting right attached to the share is the subject of an agreement or arrangement described in section 2(2)(c)(vi) or 59(2), and if so, to give particulars of the agreement or arrangement and the parties to it. |
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| Offences, penalties and defences |
63.—(1) A person that contravenes section 59(1)(a) or (b), (2) or (7)(a) or (c) shall be guilty of an offence and shall be liable on conviction —| (a) | in the case of an individual, to a fine not exceeding $125,000 and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction; or | | (b) | in any other case, to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction. |
(2) A person that —| (a) | contravenes section 59(1)(c) or (d) or (7)(b) or 60(5) or does any act in contravention of section 61(2); | | (b) | fails to comply with —| (i) | any notice in writing issued under section 61(1) or 62(1) or (3); or | | (ii) | any condition imposed under section 59(4) or (5); or |
| | (c) | in purported compliance with a notice in writing issued under section 62(1) or (3), knowingly or recklessly provides any information or document that is false or misleading in a material particular, |
| shall be guilty of an offence. |
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(3) A person convicted of an offence under subsection (2) shall be liable on conviction —| (a) | in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction; or | | (b) | in any other case, to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction. |
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(4) Where a person is charged with an offence in respect of a contravention of section 59(1), (2) or (7) in relation to an operator, it is a defence for the person to prove that —| (a) | the person was not aware that the person had contravened section 59(1), (2) or (7), as the case may be; and | | (b) | within 14 days after becoming aware of the contravention, the person —| (i) | notified the Authority of the contravention; and | | (ii) | within such time as may be determined by the Authority, took such action in relation to the person’s shareholding or control of the voting power in the operator as the Authority may direct. |
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(5) Where a person is charged with an offence in respect of a contravention of section 59(1) in relation to an operator, it is also a defence for the person to prove that, even though the person was aware of the contravention —| (a) | the contravention occurred as a result of an increase in the shareholding as described in section 2(2)(a) of, or in the voting power controlled by, any of the person’s associates described in section 2(2)(c)(i); | | (b) | the person had no agreement or arrangement (whether oral or in writing and whether express or implied) with that associate —| (i) | with respect to the acquisition, holding or disposal of shares or other interests in the operator; or | | (ii) | under which the person and that associate act together in exercising their voting power in relation to the operator; and |
| | (c) | within 14 days after the date of the contravention, the person —| (i) | notified the Authority of the contravention; and | | (ii) | within such time as may be determined by the Authority, took such action in relation to the person’s shareholding or control of the voting power in the operator as the Authority may direct. |
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| (6) Except as provided in subsections (4) and (5), it is not a defence for a person charged with an offence in respect of a contravention of section 59(1), (2) or (7) to prove that the person did not intend to, or did not knowingly, contravene that provision. |
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| 64. Any person that is aggrieved by a decision of the Authority under section 59, 60 or 61 may, within 30 days after receiving the decision of the Authority, appeal in writing to the Minister, whose decision is final. |
Division 7 — Control of officers of operators and settlement
institutions of designated payment systems |
| Approval of chief executive officer or director of operator |
65.—(1) Subject to subsection (4) —| (a) | a Singapore operator of a designated payment system must not appoint an individual as its chief executive officer or director; and | | (b) | any other operator of a designated payment system must not appoint an individual as its chief executive officer, or director, directly responsible for the whole or any part of that operator’s business in Singapore, |
| unless that operator has applied for and obtained the approval of the Authority under subsection (3)(b). |
| (2) An application under subsection (1) must be made in the form and manner prescribed. |
(3) Without affecting any other matter that the Authority may consider relevant, the Authority may —| (a) | in determining whether to grant its approval under paragraph (b), have regard to such criteria as may be prescribed; and | | (b) | approve or refuse the application. |
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| (4) Where an operator has obtained the approval of the Authority under subsection (3)(b) to appoint an individual as the operator’s chief executive officer or director, the individual may, without the approval of the Authority, be re‑appointed as chief executive officer or director (as the case may be) of the operator immediately upon the expiry of the individual’s term of appointment. |
| (5) Subject to subsection (6), the Authority must not refuse an application for approval of an individual under subsection (1) without giving the operator an opportunity to be heard. |
(6) The Authority may refuse an application under subsection (1) for the Authority’s approval under subsection (3)(b) of an individual without giving the operator an opportunity to be heard, in any of the following circumstances:| (a) | the individual has been convicted, whether in Singapore or elsewhere, of any of the following offences, whether the offence is committed before, on or after the date of commencement of this paragraph:| (i) | an offence involving fraud or dishonesty; | | (ii) | an offence the conviction for which involves a finding that the individual had acted fraudulently or dishonestly; | | (iii) | an offence that is specified in the Third Schedule to the Registration of Criminals Act; |
| | (b) | the individual is an undischarged bankrupt, whether in Singapore or elsewhere; | | (c) | the individual has had execution against the individual in respect of a judgment debt returned unsatisfied in whole or in part; | | (d) | the individual has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the individual’s creditors, being a compromise or scheme of arrangement that is still in operation; | | (e) | the individual has in force against the individual a prohibition order under section 59 of the Financial Advisers Act, section 35V of the Insurance Act or section 101A of the Securities and Futures Act; | | (f) | the individual has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere —| (i) | that is being or has been wound up by a court; or | | (ii) | the approval, authorisation, designation, recognition, registration or licence of which has been withdrawn, cancelled or revoked by the Authority or, in the case of a regulated financial institution in a foreign country or territory, by the financial regulatory authority in that foreign country or territory. |
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| (7) Where the Authority refuses an application under subsection (1) for the Authority’s approval under subsection (3)(b), the Authority need not give the individual who was proposed to be appointed an opportunity to be heard. |
| (8) An operator of a designated payment system must, as soon as practicable, give written notice to the Authority of the resignation or removal of the chief executive officer or any director of the operator. |
| (9) An operator that, without reasonable excuse, contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000. |
(10) In this section, “chief executive officer”, in relation to an operator mentioned in subsection (1)(b), includes a person (however designated) who —| (a) | is in the direct employment of, or acting for or by arrangement with, the operator; and | | (b) | is directly responsible for the management and conduct of the whole or any part of the operator’s business in Singapore. |
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| Removal of executive officer or director of operator or settlement institution |
66.—(1) Despite the provisions of any other written law —| (a) | where the Authority is satisfied that an individual appointed as an executive officer of an operator or a settlement institution of a designated payment system is not a fit and proper person to act as such executive officer, the Authority may, by notice in writing, direct that operator or settlement institution to remove that individual, within such period as the Authority may specify in the notice, from employment with that operator or settlement institution; and | | (b) | where the Authority is satisfied that an individual appointed as a director of a Singapore operator or a Singapore settlement institution of a designated payment system is not a fit and proper person to act as such director, the Authority may, by notice in writing, direct that operator or settlement institution to remove that individual, within such period as the Authority may specify in the notice, as director of that operator or settlement institution. |
(2) Without affecting any other matter that the Authority may consider relevant, in assessing whether to direct any operator or settlement institution to remove an individual under subsection (1)(a) or (b), the Authority may consider whether the individual —| (a) | has been convicted, whether in Singapore or elsewhere, of any of the following offences, whether the offence is committed before, on or after the date of commencement of this paragraph:| (i) | an offence involving fraud or dishonesty; | | (ii) | an offence the conviction for which involves a finding that the individual had acted fraudulently or dishonestly; | | (iii) | an offence that is specified in the Third Schedule to the Registration of Criminals Act; |
| | (b) | is an undischarged bankrupt, whether in Singapore or elsewhere; | | (c) | has had execution against the individual in respect of a judgment debt returned unsatisfied in whole or in part; | | (d) | has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the individual’s creditors, being a compromise or scheme of arrangement that is still in operation; | | (e) | has in force against the individual a prohibition order under section 59 of the Financial Advisers Act, section 35V of the Insurance Act or section 101A of the Securities and Futures Act; | | (f) | has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere —| (i) | that is being or has been wound up by a court; or | | (ii) | the approval, authorisation, designation, recognition, registration or licence of which has been withdrawn, cancelled or revoked by the Authority or, in the case of a regulated financial institution in a foreign country or territory, by the financial regulatory authority in that foreign country or territory; |
| | (g) | has wilfully contravened or wilfully caused the operator or settlement institution to contravene any provision of this Act; | | (h) | has, without reasonable excuse, failed to secure the compliance of the operator or settlement institution with this Act, the Monetary Authority of Singapore Act or any of the written laws set out in the Schedule to that Act; | | (i) | has failed to discharge any of the duties of the individual’s office or employment; or | | (j) | needs to be removed in the public interest. |
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| (3) Subject to subsection (4), before directing an operator or a settlement institution to remove an individual under subsection (1), the Authority must give both the operator or settlement institution, and the individual, an opportunity to be heard. |
(4) The Authority may direct an operator or a settlement institution to remove an individual under subsection (1) on any of the following grounds without giving the operator or settlement institution, or the individual, an opportunity to be heard:| (a) | the individual is an undischarged bankrupt, whether in Singapore or elsewhere; | | (b) | the individual has been convicted, whether in Singapore or elsewhere, of an offence, whether committed before, on or after the date of commencement of this Act —| (i) | involving fraud or dishonesty, or the conviction for which involves a finding that the individual had acted fraudulently or dishonestly; and | | (ii) | punishable with imprisonment for a term of at least 3 months. |
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| (5) Without affecting the Authority’s power to impose conditions under section 44, the Authority may at any time, by notice in writing to an operator or a settlement institution, impose or vary a condition requiring the operator or settlement institution to notify the Authority of any change to any particulars (such as residence in Singapore or elsewhere, or nature of appointment) of its executive officer or director that may be specified in the notice. |
(6) An operator or a settlement institution that, without reasonable excuse —| (a) | fails to comply with a notice in writing under subsection (1); or | | (b) | contravenes any condition imposed under subsection (5), |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000. |
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| (7) No criminal or civil liability shall be incurred by an operator or a settlement institution of a designated payment system, or any person acting on behalf of the operator or settlement institution, in respect of anything done (including any statement made) or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of the obligations of the operator or settlement institution under this section. |
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67.—(1) An operator of a designated payment system that is aggrieved by a decision of the Authority under section 65(3)(b) may, within 30 days after receiving the decision of the Authority, appeal in writing to the Minister, whose decision is final.| (2) An operator or a settlement institution, or any executive officer or director of an operator or a settlement institution, that is aggrieved by a notice in writing of the Authority under section 66(1) may, within 30 days after receiving the notice, appeal in writing to the Minister, whose decision is final. |
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Division 8 — Audit of operators and settlement institutions of
designated payment systems |
68.—(1) Despite the provisions of the Companies Act, an operator or a settlement institution of a designated payment system must —| (a) | on an annual basis and at its own expense, appoint an auditor; and | | (b) | if for any reason its auditor ceases to be its auditor, appoint another auditor as soon as practicable after such cessation. |
(2) The Authority may appoint an auditor for an operator or a settlement institution of a designated payment system —| (a) | if the operator or settlement institution fails to appoint an auditor; or | | (b) | if the Authority considers it desirable that another auditor should act with the auditor appointed under subsection (1). |
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| (3) The Authority may at any time fix the remuneration to be paid by an operator or a settlement institution of a designated payment system to an auditor appointed by the Authority under subsection (2) for the operator or settlement institution. |
(4) The duties of an auditor appointed under subsection (1) or (2) for an operator or a settlement institution of a designated payment system are as follows:| (a) | to carry out, for the year in respect of which the auditor is appointed, an audit of the accounts of the operator or settlement institution; | | (b) | to make a report —| (i) | if the operator or settlement institution is a Singapore operator or Singapore settlement institution, on the financial statements or consolidated financial statements of the operator or settlement institution in accordance with section 207 of the Companies Act; or | | (ii) | if the operator or settlement institution is incorporated outside Singapore, on the latest annual balance sheet and profit and loss account of the operator or settlement institution, together with any notes on that balance sheet and profit and loss account, showing the assets and liabilities and profit or loss arising out of the operations of the operator or settlement institution in Singapore, that complies with section 207 of the Companies Act. |
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(5) The Authority may, by notice in writing to an auditor appointed under subsection (1) or (2) for an operator or a settlement institution of a designated payment system, impose all or any of the following duties on the auditor in addition to those provided under subsection (4), and the auditor must carry out the duties so imposed:| (a) | a duty to submit such additional information in relation to the audit as the Authority considers necessary; | | (b) | a duty to enlarge or extend the scope of the audit of the business and affairs of the operator or settlement institution; | | (c) | a duty to carry out any other examination, or establish any procedure, in relation to the audit in any particular case; | | (d) | a duty to submit a report on any of the matters mentioned in paragraphs (b) and (c). |
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(6) An operator or a settlement institution of a designated payment system must remunerate an auditor appointed under subsection (1) or (2) for the operator or settlement institution in respect of —| (a) | any remuneration the Authority has fixed under subsection (3); and | | (b) | the discharge of all or any of the additional duties of the auditor imposed under subsection (5). |
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(7) Despite any other provision of this Act or the provisions of the Companies Act, the Authority may, if the Authority is not satisfied with the performance of any duty by the auditor of an operator or a settlement institution of a designated payment system, at any time direct the operator or settlement institution to —| (a) | remove the auditor; and | | (b) | appoint another auditor. |
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| (8) The auditor’s report made under subsection (4)(b) must be attached to the balance sheet and the profit and loss account, the financial statements or the consolidated financial statements (as the case may be) of the operator or settlement institution, and a copy of the report, together with any report under subsection (5)(d), must be submitted in writing to the Authority. |
(9) If an auditor, in the course of performing the auditor’s duties, is satisfied that any of the following matters has occurred, the auditor must immediately report that matter to the Authority:| (a) | there has been a serious breach or non‑observance of the provisions of this Act; | | (b) | a criminal offence involving fraud or dishonesty has been committed; | | (c) | losses have been incurred that reduce the capital of the operator or settlement institution by at least 50%; | | (d) | there is any irregularity that has or may have a material effect on the accounts of the operator or settlement institution, including any irregularity that affects or jeopardises, or may affect or jeopardise, the interests of the participants of the designated payment system; | | (e) | the auditor is unable to confirm that the claims of creditors of the operator or settlement institution are still covered by the assets of the operator or settlement institution. |
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(10) Where an auditor or employee of the auditor discloses in good faith to the Authority —| (a) | the auditor’s or employee’s knowledge or suspicion of any of the matters mentioned in subsection (9); or | | (b) | any information or other matter on which that knowledge or suspicion is based, |
| the disclosure is not a breach of any restriction upon the disclosure imposed by any law, contract or rules of professional conduct, and the auditor or employee is not liable for any loss arising out of the disclosure or any act or omission in consequence of the disclosure. |
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| (11) An operator or a settlement institution of a designated payment system that contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction. |
| (12) An auditor that contravenes subsection (5) or (9) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction. |
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| Powers of auditor appointed by Authority |
69.—(1) An auditor appointed by the Authority under section 68(2) for an operator or a settlement institution of a designated payment system may, for the purpose of carrying out an examination or audit —| (a) | examine, on oath or affirmation, any officer or employee of the operator or settlement institution, or any other auditor of the operator or settlement institution; | | (b) | require any officer or employee of the operator or settlement institution, or any other auditor of the operator or settlement institution, to produce any books held by or on behalf of the operator or settlement institution relating to the business of the operator or settlement institution; | | (c) | make copies of or take extracts from, or retain possession of, any books mentioned in paragraph (b) for such period as may be necessary to enable those books to be inspected; | | (d) | employ such persons as the auditor considers necessary to assist the auditor in carrying out the examination or audit; and | | (e) | authorise in writing any person employed by the auditor to do, in relation to the examination or audit, any act or thing that the auditor could do as an auditor under this subsection, other than the examination of a person on oath or affirmation. |
(2) An individual who, without reasonable excuse —| (a) | refuses or fails to answer any question put to the individual; or | | (b) | fails to comply with any request made to the individual, |
| by an auditor appointed under section 68(2) or a person authorised under subsection (1)(e), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $12,500 or to imprisonment for a term not exceeding 12 months or to both. |
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| Restriction on auditor’s and employee’s right to communicate certain matters |
70.—(1) Except as may be necessary for the carrying into effect of the provisions of this Act or so far as may be required for the purposes of any legal proceedings, whether civil or criminal —| (a) | an auditor appointed under section 68(1) or (2); or | | (b) | any employee of such auditor, |
| must not disclose any information that comes to the auditor’s or employee’s knowledge in the course of performing the auditor’s or employee’s duties, to any person other than the Authority, or in the case of an employee of such auditor, the auditor. |
(2) A person that contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction —| (a) | in the case of the auditor, to a fine not exceeding $25,000; or | | (b) | in the case of the employee, to a fine not exceeding $12,500. |
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| Offence to destroy, conceal, alter, etc., records |
71.—(1) An individual who, with intent to prevent, delay or obstruct the carrying out of any examination or audit under section 68 or 69 —| (a) | destroys, conceals or alters any book relating to the business of an operator or a settlement institution of a designated payment system; or | | (b) | sends, or conspires with any other person to send, out of Singapore any book or asset of any description belonging to, in the possession of or under the control of the operator or settlement institution, |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both. |
(2) If, in any proceedings for an offence under subsection (1), it is proved that the individual charged with the offence —| (a) | destroyed, concealed or altered any book mentioned in subsection (1)(a); or | | (b) | sent, or conspired to send, out of Singapore any book or asset mentioned in subsection (1)(b), |
| the onus of proving that, in so doing, the individual did not act with intent to prevent, delay or obstruct the carrying out of an examination or audit under section 68 or 69 lies on the individual. |
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